Title Insurance; Surveys. (a) On the Closing Date, the Borrower will furnish the Administrative Agent with an ALTA extended coverage lender's policy of title insurance in an aggregate amount of $90,000,000 insuring the Mortgage as a valid, enforceable first Lien on the Borrower's interest in the Real Property covered thereby, subject only to Permitted Encumbrances (as defined in such Mortgage). Prior to the Closing Date, the Borrower shall furnish a title commitment for such policy to the Administrative Agent, together with legible copies of all documents affecting title, which shall show all recording information. The policy, including each of the exceptions to coverage contained therein, shall be subject to the approval of the Administrative Agent, and shall be issued by Old Republic Title Insurance Company. Attached to the policy shall be any and all endorsements reasonably required by the Administrative Agent and available in the relevant jurisdiction, including, but not limited to (i) an endorsement ensuring that the lien of the Mortgage is valid against any applicable usury laws or other laws prohibiting the charging of interest on interest in the relevant jurisdiction, (ii) a revolving credit endorsement, and (iii) an endorsement deleting the so-called "doing business" exclusion.
(b) On or before the Closing Date, the Borrower shall deliver to the Administrative Agent the Preliminary Survey. The Borrower shall deliver to the Administrative Agent (i) a foundation survey within thirty (30) days after completion of the foundation of the building and other improvements, (ii) an as- built survey complying with minimum ALTA standards within thirty (30) days after the completion of the building and other improvements, and (iii) any additional surveys reasonably requested or required by the Administrative Agent, the Inspecting Engineer or the Title Company within fifteen (15) days after request, it being agreed that any change in the state of facts shown in any such updated survey shall be subject to approval by the Administrative Agent and the Inspecting Engineer, such approval not to be unreasonably withheld. Upon the delivery of the as-built survey as described in clause (ii) above, the Borrower shall cause to be delivered to the Administrative Agent the following endorsements to the title policies referred to in subsection (a): (w) a comprehensive endorsement covering restrictions and other matters, (x) an endorsement ensuring that the Real Property has access to a dedicated pub...
Title Insurance; Surveys. Agent shall have received: (i) a paid deed of trust modification endorsement to Loan Policy No. A020530 issued by the Title Company and paid for in full by Borrower, in form and substance satisfactory to Agent, each Co-Agent and Institutional Agent (“Original Policy”) insuring the Secured Parties for their ratable benefit in an amount not less than the Total Tranche A Construction Commitment that good and marketable fee simple title to that portion of the Property owned in fee simple by Borrower and good and marketable easements in that portion of the Property consisting of easements is vested in Borrower and that the Original Deed of Trust constitutes a valid and enforceable first mortgage lien on the Property and the Facilities subject only to Permitted Liens (other than mechanics’ and materialmen’s liens); (ii) an ALTA l970B lender’s policy of title insurance issued by the Title Company and paid for in full by Borrower, in form and substance satisfactory to Agent, each Co- Agent and Institutional Agent (“Additional Policy”), with such endorsements and affirmative coverage as Agent or Institutional Agent may reasonably request, with such ALTA direct facultative reinsurance agreements (with direct access provisions) as Agent may request insuring the Secured Parties for their ratable benefit in an amount not less than the Total Tranche B Construction Commitment that good and marketable fee simple title to that portion of the Property owned in fee simple by Borrower and good and marketable easements in that portion of the Property consisting of easements is vested in Borrower and that the Additional Deed of Trust constitutes a valid and enforceable first mortgage lien on the Property and the Facilities subject only to Permitted Liens (other than mechanics’ and materialmen’s liens); and (iii) a letter from the Title Company in form and substance satisfactory to Agent acknowledging that the Additional Policy is independent and freestanding coverage for an indebtedness in the face amount of $93,300,000 which is not recognized by nor included in the Original Policy coverage for an indebtedness in the face amount of $300,000,000. The Original Policy (as endorsed) and the Additional Policy will provide full coverage against all mechanics’ and materialmen’s liens (including any relating to environmental remediation) and will insure that no survey exceptions not theretofore approved by Agent and Institutional Agent exist. Further, the Title Company shall undertake ...
Title Insurance; Surveys. (i) The Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (ii) below (the “Title Insurance Company”) shall have received, (A) ATLA/ACSM Land Title Survey dated September 9, 2004, last revised October 5, 2004, Network Project #20040764/1, prepared by Xxxxxxxxx Surveyors, 0000 Xxxxxxx 00, Xxxxxxxx, FL. and (B) ATLA/ACSM Land Title Survey dated September 4, last revised October 5, 2004, Project # 04-170, prepared by Xxxxxxx-Xxx & Associates, 00000 Xxxxxxx 00 Xxxx, Xxxxxxxxx Xxxxxx, XX.
(ii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except those permitted by Section 7.3 (except Section 7.3(j)); (D) name the Administrative Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(iii) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (ii) above and a copy of all other material documents affecting the Mortgaged Properties.
Title Insurance; Surveys. Purchaser may obtain, at its sole option and expense, and Sellers shall grant Purchaser and its financing sources for the Financing access to obtain (a) commitments for owner’s and/or lender’s title insurance policies (ALTA Form 2006) on the Real Property other than the Artisans Property (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property other than the Artisans Property (the “Surveys”); provided, however, that Sellers shall provide Purchaser with any existing title commitments, title policies, and surveys relating to the Real Property in a Seller’s possession or control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable, and indefeasible fee simple title to each parcel of the Real Property other than the Artisans Property for such amount as Purchaser or its financing sources for the Financing directs and will contain no exceptions except for Permitted Encumbrances, with each of the title company’s standard printed exceptions in Schedule B thereto deleted at Sellers’ expense. Sellers shall reasonably cooperate with Purchaser and its financing sources for the Financing in obtaining such Title Commitments and Surveys (including by providing customary representations and affidavits to the title company). If the Title Commitments or Surveys reveal any Encumbrance on the title, other than Permitted Encumbrances, Purchaser may notify the Stockholder’s Representative in writing of such objectionable matter as promptly as practicable after Purchaser determines that such matter is not a Permitted Encumbrance, and Sellers shall use their commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.
Title Insurance; Surveys. Buyer shall have received, with respect to each parcel of real property listed on Schedule 1.1(c), a 1992 form ALTA policy of title insurance (collectively, the "TITLE POLICIES") issued by the Title Insurer dated as of the Closing Date in an amount equal to the value of such parcel of real property, as reasonably agreed to by the parties prior to the Closing Date. The Title Policies shall be issued at ordinary rates and shall insure fee simple title to such real property to be vested in the Buyer or its nominee subject only to the Permitted Liens. The Buyer shall have received the Title Commitment and the Survey as provided in Section 4.15 and the obligations of Seller under Section 4.15(c) shall have been satisfied in a manner that does not preclude Buyer from receiving the financing contemplated by Section 3.2(f) on the terms contemplated by the commitment letter of KeyBank, N.A. (it being understood that the Real Property will be mortgaged to secure such financing). Seller shall have resolved in a manner reasonably satisfactory to Buyer the matters referenced in the memorandum dated March 10, 1997 by Patrxxxx X. Xxxxxx xxxcribed in Schedule 1.1 (c) and in the memorandum dated November 15, 1993 by An Bergxxxxx xxxached thereto; and
Title Insurance; Surveys. Mortgagee's Policies of Title Insurance, dated as of the Closing Date, in form and substance satisfactory to the Lenders insuring the Liens on the Company's real property granted pursuant to the Deeds of Trust (current surveys covering such Properties or surveyor's affidavits regarding prior surveys as required by the Administrative Agent).
Title Insurance; Surveys. (i) The Title Company must have issued and delivered to Buyer (or shall irrevocably committed to issue and deliver to Buyer by a currently effective, duly “marked-up” Title Commitment or a pro forma policy acceptable to Buyer) the Title Policy and the Mortgage Title Policy, if applicable, as contemplated pursuant to Section 4.6 hereof.
(ii) Buyer shall have received the Surveys, which must be certified to the Buyer and the Title Company and, if requested by Buyer, to any mortgagee, and must show no matters materially affecting the use or value of the Owned Real Property or rendering title thereto unmarketable.
Title Insurance; Surveys. (a) Buyer shall have received unconditional and binding commitments to issue policies of title insurance consistent with Section 5.10, dated the Closing Date, in an aggregate amount equal to the amount of the Purchase Price allocated to the Millersburg Facility pursuant to Section 2.5, deleting all requirements listed in ALTA Schedule B-1, amending the effective date to the date and time of recordation of the warranty deed transferring title to the Millersburg Facility to Buyer with no exception for the gap between closing and recordation, deleting or insuring over Title Objections as required pursuant to Section 5.10, attaching all endorsements required by Buyer in order to ensure provision of all coverage required pursuant to Section 5.10, including, without limitation, extended coverage and ALTA Form 3.1 Zoning (with parking and loading docks), and otherwise in form satisfactory to Buyer insuring Buyer’s interest in the Millersburg Facility to the extent required by Section 5.10.
(b) Buyer shall have received the Survey, which shall not disclose any defects, encroachments or other matters that are not Real Estate Permitted Encumbrances or matters reflected in the Prior Survey.
Title Insurance; Surveys. Agent shall have received an ALTA lender's paid policy of title insurance issued by the Title Company, in form and substance satisfactory to Agent, with such endorsements and affirmative coverage as Agent may reasonably request, with such ALTA direct facultative reinsurance agreements (with direct access provisions) as Agent may reasonably request, (i) insuring the Secured Parties for their ratable benefit in an amount not less than $60,000,000, that good and marketable leasehold title to the Project is vested in the Borrower pursuant to the Ground Lease and good and marketable easements in that portion of the Property consisting of easements is vested in the Borrower and that the Mortgage constitutes a valid and enforceable first mortgage lien on the Project subject only to Permitted Liens and (ii) providing full coverage against all mechanics' and materialmen's liens (including any relating to environmental remediation) as well as coverage against survey exceptions (except as specifically approved by Agent). Agent shall also have received a currently dated ALTA/ASCM Class A certified survey of the Project and all easements affecting the Project by a licensed surveyor in the State of New Jersey satisfactory to Agent and the Title Company, certified to the Secured Parties and the Title Company, showing outlines of the Project, location of all improvements, set back lines, encroachments (if any), rights of way, and showing no state of facts unsatisfactory to any of them and showing such details as Agent may reasonably require. The legal descriptions on the survey shall coincide exactly with that on the title insurance policies to be furnished to Agent.
Title Insurance; Surveys. (i) Buyer and Seller shall cooperate to obtain a commitment (the "Title Commitment") issued by a title insurance company reasonably acceptable to Buyer and Seller (the "Title Company") for the issuance of a standard owner's (ALTA) policy or policies of title insurance insuring fee simple title to the real property owned by the Seller and part of the Acquired Assets and fee simple leasehold title to the real property leased pursuant to ground leases by the Seller and part of the Acquired Assets, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Buyer shall have twenty (20) days ----------
